Common use of Submission of Jurisdiction Clause in Contracts

Submission of Jurisdiction. The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Wxxxxx Xxxxxx & Wxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission of Jurisdiction. The Company hereby submits to the non-exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan, The City of New York in any suit or proceeding arising out of or relating to this Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Wxxxxx Xxxxxx Xxxxxx & Wxxxxxxx Xxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission of Jurisdiction. (a) The Company hereby submits to the non-exclusive jurisdiction and each of the U.S. federal and New York state courts in the Borough of ManhattanJoint Global Coordinators irrevocably agree that any legal suit, The City of New York in any suit action or proceeding brought by any Global Coordinator, Underwriter or by any Selling Affiliate or by any person who controls any Underwriter arising out of or relating to this Agreement, the Registration Statement, the Prospectus and Agreement or the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim may be instituted in any such court that any such lawsuit, action United States state or other proceeding brought Federal Court in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds Borough of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its propertyManhattan, the Company City of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such immunity suit, action or proceeding and any claim that any such proceeding brought in respect such a court has been brought in an inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law in accordance with applicable law. Subject to restrictions under applicable laws, the Company hereby irrevocably appoints Wxxxxx waives any right to invoke the jurisdiction of any court in, or by virtue of the laws of, the Xxxxxx & Wxxxxxxx LLP Xxxxxxx, xxx Xxxxxxx Xxxxxx Xxxxxxx, Xxxx Xxxx or the PRC. (b) The Company has appointed CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX00000 (the "Process Agent"), as its authorized agent to receive on its behalf service of copies of the summons and complaints and any other process which may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought in any state or Federal Court sitting in the Borough of Manhattan, The the City of New York, New York upon which process . Such appointment shall be irrevocable. Such service may be served made by delivering a copy of such process to the Company in any care of the Process Agent at the address specified above for the Process Agent and obtaining a receipt therefor, and the Company hereby irrevocably authorizes and directs such suit or proceedingProcess Agent to accept such service on its behalf. The Company represents and warrants that the Process Agent has agreed to act as said agent for service of process, and agrees that service of process in such manner upon such agent the Process Agent shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. (c) The Company, in respect of itself and its properties and revenues (and, to the extent it may lawfully do so, in respect of the Subsidiaries, the PRC Subsidiaries, the Operating Companies and their properties and revenues), expressly and irrevocably waives, any right of immunity to jurisdiction to which it or they may otherwise be entitled or become entitled, on the grounds of sovereignty or otherwise (including any immunity from the jurisdiction of any court or from service of process or from attachment prior to judgment or in aid of execution or otherwise) or claim thereto which may now or hereafter exist, and agrees not to assert any such right or claim in any legal action, suit or proceeding. The Company further agrees to take proceeding arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any state or Federal Court sitting in the Borough of Manhattan, the City of New York or any other competent court in Hong Kong, the PRC, the British Virgin Islands and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this AgreementCayman Islands.

Submission of Jurisdiction. The Company hereby submits (a) Any legal action or proceeding with respect to this Guarantee Agreement may be brought in the non-exclusive jurisdiction courts of the U.S. federal and New York state courts in the Borough of Manhattan, The City State of New York in any suit New York County, or proceeding arising out of or relating to the United States for the Southern District of New York, and, by execution and delivery of this Guarantee Agreement, the Registration StatementGuarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the Prospectus and the transactions contemplated herebynonexclusive jurisdiction of such courts. The parties Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set forth for notices pursuant to Section 7 hereof, such service to become effective three (3) days after such mailing. Nothing herein shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against any Credit Party in any other jurisdiction. (b) The Guarantor hereby irrevocably and unconditionally waive waives any objection which it may now or hereafter have to the laying of venue of any lawsuit, action of the aforesaid actions or other proceeding proceedings arising out of or in such courts, connection with this Guarantee Agreement brought in the courts referred to in subsection (a) above and hereby further irrevocably waives and unconditionally waive and agree agrees not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity . (on the grounds of sovereignty or otherwisec) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS GUARANTEE AGREEMENT AND OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Wxxxxx Xxxxxx & Wxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this AgreementHEREBY.

Submission of Jurisdiction. (a) The Company hereby submits to Issuer irrevocably consents and agrees, for the non-exclusive jurisdiction benefit of the U.S. federal Agents, and each of the Agents irrevocably consents and agrees, for the benefit of the Issuer, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or the Notes may be brought in the Supreme Court of the State of New York state courts or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York and, until all amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam. (b) The Issuer hereby irrevocably designates, appoints, and empowers Xxxxxx Xxxx, Treasurer of the Guarantor (or any successor thereof), as its agent (the “Service of Process Agent”) to receive, accept and acknowledge for and on its behalf, service of any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding arising out brought in any United States or State court which may be made on such Service of Process Agent in accordance with legal procedures prescribed for such courts. If for any reason such Service of Process Agent shall cease to be available to act as such, the Issuer or relating the Agents, as the case may be, agree to designate a new Service of Process Agent in The City of New York on the terms and for the purposes of this Section 37 satisfactory to the other parties to this Agreement. Each party to this Agreement further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents out of any of the Registration Statementaforesaid courts in any such action, suit or proceeding by serving a copy thereof upon the Prospectus relevant Service of Process Agent (whether or not the appointment of such Service of Process Agent shall for any reason prove to be ineffective or such Service of Process Agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to such party, at its address specified in or designated pursuant to this Agreement. Each party to this Agreement agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the transactions contemplated herebyvalidity of such service or any judgment rendered in any action or proceeding based thereon. The Nothing herein shall in any way be deemed to limit the ability of any party to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the other parties in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each party to this Agreement hereby irrevocably and unconditionally waive waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any lawsuitof the aforesaid actions, action suits or other proceeding proceedings arising out of or in such courtsconnection with this Agreement brought in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York, in either case in the Borough of Manhattan, The City of New York and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court that any such lawsuitaction, action suit or other proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Wxxxxx Xxxxxx & Wxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.

Submission of Jurisdiction. The Company and the Parent Guarantors hereby submits irrevocably submit to the non-exclusive jurisdiction of the U.S. federal and New York state courts in of the Borough of Manhattan, The City State of New York and of the courts of the United States of America having jurisdiction in the State of New York for the purpose of any suit legal action or proceeding arising out of or relating to this Agreement, the Registration Statement, the Prospectus and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any lawsuit, action or other proceeding in such courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such lawsuitwith respect to, action or other proceeding brought arising out of, this Agreement. Each of the Company and the Parent Guarantors hereby designates and appoints, without power or revocation, the Secretary of State of the State of New York to serve as its agent for service of process in any such court has been action, suit or proceedings that may be brought in an inconvenient forum. To the extent that against the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, AND THE PROSPECTUS. The Company irrevocably appoints Wxxxxx Xxxxxx & Wxxxxxxx LLP as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served Parent Guarantor in any such suit or proceedingof the courts referred to in this Section 22.7, and agrees that such service of process upon such agent process, or the acceptance or acknowledgement thereof by said agent, shall be deemed valid, effective and binding in every respect effective service respect. If any holder of a Note shall cause process to be served upon the Company or any Parent Guarantor by being served upon such agent, a copy of such process shall also be mailed to the Company or such Parent Guarantor by registered mail, first class postage prepaid, at the Company's or such Parent Guarantor's address set forth in Section 18. Nothing contained in this Section 22.7 shall limit the right of any holder of a Note to take proceedings against the Company or any Parent Guarantor in any such suit other court of competent jurisdiction nor, by virtue of anything contained herein, shall the taking of proceedings in one or proceedingmore jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not. CP Limited Partnership Amended and Restated Note Purchase Agreement If each of you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between each of you, the Company and the Parent Guarantors. Very truly yours, CP LIMITED PARTNERSHIP By: Chateau Communities, Inc., its General Partner By: /s/ Tamara D. Fischer ------------------------------ Name: Tamara D. Fischer Tixxx: Xxxxxxxxx Xxce President and CFO By: ROC COMMUNITIES, INC., its other General Partner By: /s/ Tamara D. Fischer ------------------------------ Name: Tamara D. Fischer Tixxx: Xxxxxxxxx Xxce President and CFO ROC COMMUNITIES, INC. By: /s/ Tamara D. Fischer --------------------------------- Name: Tamara D. Fischer Title: Xxxxxxxxx Xxxx President and CFO CHATEAU COMMUNITIES, INC. By: /s/ Tamara D. Fischer --------------------------------- Name: Tamara D. Fischer Title: Xxxxxxxxx Xxxx President and CFO CP Limited Partnership Amended and Restated Note Purchase Agreement The Company further agrees foregoing is hereby agreed to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date first written above. PACIFIC LIFE INSURANCE COMPANY By: /s/ T. Anthony Premer ----------------------------- Name: T. Anthony Xxxxxx Xxxxe: Vice President By: /s/ C.S. Dillon ----------------------------- Name: C.S. Dillon Xxxxx: Xxxistant Secretary CP Limited Partnership Amended and Restated Note Purchase Agreement The foregoing is hereby agreed to as of this Agreement.the date first written above. PACIFIC LIFE AND ANNUITY COMPANY By: /s/ Richard S. Eastlyn ----------------------------- Name: Richard X. Xxxxxxx Xxxle: Vice President By: /s/ C.S. Dillon ----------------------------- Name: C.S. Dillon Xxxxx: Xxxistant Secretary SCHEDULE A INFORMATION RELATING TO THE PURCHASERS PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF SERIES B SERIES A NOTES TO BE NAME AND ADDRESS OF PURCHASER NOTES TO BE ACQUIRED PURCHASED PACIFIC LIFE INSURANCE COMPANY $20,000,000 $30,000,000 700 Newport Center Drive (Two Xxxxx: Xxxxxxx Xxxxx, Xalifornia 92660-6397 $10,000,000 Xxxxxxxxx: Xxxxxxxxxx Xxxxrtment and $20,000,000) Facsimile: (949) 219-5406 Payments All payments on or in respect of the Xxxxx xx xx xx bank wire transfer of Federal or other immediately available funds (identifying each payment as either (i) "CP Limited Partnership, 7.52% Senior Notes due November 4, 2003, PPN 12615R A* 3 $___________, principal and/or $_________ interest" or (ii) "CP Limited Partnership, 8.30% Senior Notes due October 1, 2021, PPN 12615R A@ 1 $__________, principal and/or $__________ interest") to: Federal Reserve Bank of Boston ABA #0110-0123-4/BOS SAFE DEP DDA 125261 Attn: MBS Incxxx XX: 0053 A/C Name: Pacific Life General Account/PLCF 1810132 Regarding: Security Description and PPN Notices Xxx xxxices and communications to be addressed as first provided above, except notices with respect to payments and written confirmation of each such payment, to be addressed: Mellon Trust Attn: Pacific Life Accounting Team One Mellon Bank Center Room 0930 Pittsburgh, Pennsxxxxxxx 00000-0000 Xxx: (000) 000-0000 xxx